Date: 2011-06-15
Type of information: Company acquisition
Acquired company: Ipsogen (France)
Acquiring company: Qiagen (The Netherlands)
Amount: €70 million
Terms: Qiagen and a group of Ipsogen shareholders have entered into exclusive negotiations for Qiagen to purchase approximately 47% of Ipsogen’s outstanding shares currently held or controlled by company cofounders and members of the Board of Directors on the basis of Qiagen’s offer at €12.90 per share. In addition, after the signing of the definitive purchase agreement and consummation of the purchase, Qiagen would launch a process to acquire all remaining shares for €12.90 per share. This offer would represent a 71.3% premium to Ipsogen’s share price of €7.53 on June 13, 2011, the last trading day before this announcement. The total value to fully acquire Ipsogen is valued at approximately €70 million (fully diluted). Based on a currency exchange rate of €1.00 = $1.44 (market rate as of June 14, 2011), the transaction is valued at approximately $101 million (or approximately six times Ipsogen’s anticipated full-year 2012 net sales based on current estimates). The Ipsogen Board of Directors has favorably welcomed this offer, and the Board members are among the shareholders who have agreed to this exclusivity. The workers’ council of Ipsogen is being consulted on the Qiagen offer for its opinion.
Qiagen would fund this acquisition from existing cash. The purchase and subsequent public offer are expected to be completed by the end of the third quarter of 2011. On an adjusted basis, which excludes one-time charges and integration costs, and amortization of acquisition-related intangible assets, the transaction would be expected to be slightly dilutive to adjusted EPS in 2012, but accretive to adjusted EPS beginning in 2013.
* On January 4, 2012, Qiagen announced that it holds, pursuant to its public offer , 89.30% of share capital and 86.47% of voting rights in Ipsogen.
Details: Qiagen has made an offer and entered into exclusive negotiations to purchase a 47% initial stake in Ipsogen and subsequently make a public offer to fully acquire a global leader in molecular profiling and personalized healthcare diagnostics for a broad range of hematological (blood) cancers.
The acquisition of Ipsogen, a publicly listed company founded in 1999 and based in Marseilles, France, would provide Qiagen access to a broad range of assays covering 15 biomarkers used worldwide for the diagnosis, prognosis and monitoring of patients with various blood cancers. Many of these assays also are used as companion diagnostics in personalized healthcare to make and guide treatment decisions. Almost all of Ipsogen’s assays have CE-IVD Marking in Europe and can be used on Qiagen’s Rotor-Gene Q real-time PCR system, which will enable the smooth and rapid transfer of these unique products onto Qiagen’s QIAsymphony RGQ, a novel integrated sample-to-result laboratory automation platform that includes the Rotor-Gene Q system.
The acquisition of Ipsogen would further expand Qiagen’s global leadership in molecular assays for profiling and personalized healthcare and provides a significant expertise in molecular diagnostics for blood cancers. The approximately 80 tests offered by Ipsogen are divided into four assay families, with products designed for specific needs in terms of diagnosis, prognosis and monitoring - BCR-ABL (Chronic Myeloid Leukemia), JAK2 V617F (various myeloproliferative diseases), PML-RARA (Promyelocytic Leukemia), A group of several products for use with a range of rare forms of leukemia -. The top-selling group involves molecular assays for the diagnosis and monitoring of mutations of the JAK2 (Janus kinase 2) gene, which is associated with various blood cancers and is targeted by many biotechnology compounds in pharmaceutical R&D. Ipsogen has a competitive advantage based on its exclusive worldwide license for a key mutation of the JAK2 gene, which it obtained in 2006. It has been strengthening intellectual property protection for this key biomarker while building up a group of more than 20 licensed partners around the world. In 2010, for example, the U.S. Patent and Trademark Office granted additional intellectual property claims to Ipsogen for detecting and using the JAK2 V617F mutation for diagnostic purposes. Ipsogen also is developing the Genomic Grade test (GG), a multigene expression test that seeks to address unmet diagnostic needs for women with early invasive hormone-receptor positive breast cancer.
The Dutch company has already more than 20 molecular diagnostic assays available in select regions of the world as well as more than 15 projects under way with pharmaceutical companies.
All three managing cofounders – Vincent Fert (Chief Executive Officer), Stéphane Debono (Chief Operating Officer) and Fabienne Hermitte (R&D and Regulatory Affairs Senior Director) – are expected to stay with Qiagen following the acquisition and contribute to the combined future mission. Upon completion of the offer, Ipsogen’s Marseilles site is planned to become a global center of excellence within Qiagen focused on leukemia and breast cancer, and will also become a center for the development and manufacturing of other molecular tests.
Related: Biomarkers
Personalized healthcare diagnostics
